General Terms and Conditions

Status February 7, 2024

§ 1 Basics

SeedingUp GmbH (hereinafter “SeedingUp”) maintains a service on the Internet that enables companies and natural persons to trade advertising space within a portfolio managed by SeedingUp (hereinafter “SeedingUp Marketplace”).

The services of SeedingUp GmbH are provided exclusively on the basis of the following General Terms and Conditions. Conflicting terms and conditions of the partners are herewith contradicted.

§ 2 Participants

1 The SeedingUp Marketplace involves Clients, Providers and SeedingUp. Providers are companies or natural persons participating in the SeedingUp Marketplace who market and sell advertising space on websites via the Internet. Customers are companies or natural persons participating in the SeedingUp Marketplace who book advertising space from the Providers. Providers and Customers are jointly referred to as “Participants”. 2.

The Providers provide SeedingUp with advertising space on websites, which SeedingUp makes available to the Clients as an intermediary. SeedingUp establishes technical connections between Providers and Clients. In this way, SeedingUp records and registers – in a way that is traceable for the participants – business transactions and other activities between providers and end customers that have come about via the advertising space of the providers.

§ 3 Participation in the SeedingUp Marketplace

1) Participation in the SeedingUp Marketplace requires the customer to be at least 18 years old and to have full legal capacity.

2. customers must properly register and sign up for participation in the SeedingUp marketplace. For this purpose, customers must provide the data requested by SeedingUp in the SeedingUp registration form completely and truthfully. There is no entitlement to admission to the SeedingUp marketplace. The contract and thus the admission to the SeedingUp marketplace is concluded – under inclusion of these conditions of participation – by the receipt of a confirmation letter from SeedingUp by e-mail to the participants. Entrepreneurs subject to VAT are obliged to provide SeedingUp with their tax number issued by the tax office or the VAT identification number issued to them by the Federal Office of Finance or the corresponding foreign authority within the contact information.

3. SeedingUp offers the advertising spaces provided by the providers to the customers, provided that the provider fulfills the technical and content requirements. For this purpose, SeedingUp transmits the respective data of the providers to the clients. The clients can book the offered advertising space with SeedingUp and SeedingUp informs the providers about it. The providers receive a selection decision whether they want to accept the booking or not. SeedingUp confirms this selection decision to the Provider and the Client. 4.

4. the possibility to participate in the SeedingUp marketplace also depends on the capacity of the SeedingUp marketplace. Participants are not entitled to unlimited access to the SeedingUp Marketplace.

The participants guarantee that the data, advertising space and advertising activities transmitted by them do not violate statutory provisions or applicable law. Accordingly, content and advertising activities that violate the rights, in particular copyrights, name or trademark rights of third parties, that are of a state-endangering, racist, violence-glorifying or pornographic nature, or that may not be made publicly accessible, as well as all submissions that contain viruses, Trojan horses or other similar programs that are capable of damaging, secretly intercepting or deleting data or systems, are in particular inadmissible. Insofar as SeedingUp is exposed to claims by third parties due to such content, the participant causing such claims shall indemnify SeedingUp against such claims.

6. the attempt to manipulate the SeedingUp marketplace system in any way and to bypass it for direct contact outside the system will automatically lead to the immediate blocking of the participant. As a result, all claims to the acquired credit will be forfeited.

§ 4 Design and execution of the service

SeedingUp provides its members with the marketplace described in § 2. The use of the marketplace or the extent to which individual functions and services can be used may be linked by SeedingUp to certain conditions, such as verification of registration data, membership duration or proof of payment.

The member’s entitlement to use the SeedingUp marketplace and its functions exists only within the scope of the current state of the art. SeedingUp temporarily restricts its services if this is necessary with regard to capacity limits, the security or integrity of the servers or to implement technical measures and this serves the proper or improved provision of services (maintenance work). In these cases, SeedingUp will take into account the legitimate interests of the members, such as by providing advance information.

§ 5 Obligation to update

The information of the merchants sent with the registration or otherwise must be updated regularly according to the requirements of SeedingUp GmbH. If the partner does not comply with these requirements, the contractual relationship can be terminated after a request and the expiration of a set reasonable period of time to make the additions.

§ 6 Remuneration & Billing

1. transactions via the SeedingUp marketplace are billed exclusively via SeedingUp GmbH. A booking is only transmitted to the publisher when the contribution for the first or entire service period, depending on the product type, has been paid directly to SeedingUp. Invoices for automatically set extensions of bookings must be paid by the specified payment deadline (usually 9-14 days). Credit notes for the individual bookings for the providers are made available in the account and must be requested collectively. A claim for payment only exists once the booking has been paid for by the booking party and service periods have been successfully fulfilled by the provider. A credit note can only be requested 1 month after the last payout and (low) limits apply depending on the type of payout.

2. invoices according to §14 UStG. can only be requested by traders in Germany and VAT-identified trades in the EU in the invoice overview in the customer account each for postal receipt. The invoice shall continue to be deemed delivered to the invoice recipient on the invoice date (identical to the delivery date of the e-mail), which means that the due date of the invoice shall remain unaffected by postal receipt.

Customers who do not belong to the group of customers listed under § 6 (2) agree to the delivery of the invoice electronically and in the form of a PDF invoice without signature by their participation in the SeedingUp marketplace.

Paid transactions that do not result in successful bookings will be fully credited to the Advertiser as Advertiser Credit. A direct refund claim is excluded.

§ 7 Warranty and liability

1. in the event of disruptions in the execution of the contract between the participants and SeedingUp regarding the SeedingUp marketplace, which fall within the area of responsibility of SeedingUp, SeedingUp will take all reasonable economically justifiable measures to restore the full availability of the SeedingUp marketplace as quickly as possible.

2. SeedingUp does not guarantee that revenues will be generated via the SeedingUp Marketplace. SeedingUp also does not guarantee the accuracy and completeness of the content of the information and declarations submitted by participants or the solvency of participants. Likewise, SeedingUp does not guarantee the quality and usability of the offered advertising space, its suitability for a specific purpose, or that it does not infringe upon the rights of third parties.

3. SeedingUp is not responsible for the content of third party websites that refer directly or indirectly to the SeedingUp website, SeedingUp is furthermore not responsible for any damage caused by a defect in the software or hardware of the participants as well as for damage caused by the lack of availability or proper functioning of the internet. SeedingUp is not liable for damages caused by incorrect participant information.

SeedingUp’s liability is limited to gross negligence and intentional conduct. The amount of SeedingUp’s liability for damages in the event of a slightly negligent breach of cardinal obligations shall be limited to the average monthly performance-based fee pursuant to this Agreement. SeedingUp’s liability for the slightly negligent breach of secondary obligations is excluded.

The above limitations of liability do not apply to claims for damages due to injury to life, body, health or material contractual obligations (cardinal obligations). Furthermore, the limitations of liability do not apply to claims arising from product liability.

A breach of duty by SeedingUp is equivalent to a breach of duty by a legal representative or vicarious agent.

4. the participants indemnify SeedingUp from claims of third parties, which are based on a culpable behavior of the respective participant. This includes in particular claims against SeedingUp due to illegal content of the website used by a participant.

§ 8 Use of information and data

Insofar as SeedingUp makes information and data about participants and about the behavior of participants when using the SeedingUp marketplace available to other participants, this information serves exclusively to build trust between participants and to maintain the SeedingUp marketplace. The use of this data by the participants for other purposes, in particular for advertising purposes that are not related to the SeedingUp marketplace, is prohibited.

2. the information and data obtained with the use and clientele may only be used by the participants personally and only in connection with the specific use of the SeedingUp marketplace. Any transfer to third parties and any use for other purposes, in particular for commercial purposes, is prohibited.

3. SeedingUp is entitled to collect, process, store and use participant data for its own purposes. SeedingUp is also entitled to contact the participant by e-mail in connection with the marketplace participation. Furthermore, it is possible for the participants to contact each other online or by e-mail in connection with the respective clientele within the SeedingUp marketplace. In doing so, SeedingUp observes the relevant data protection regulations. In particular, SeedingUp is entitled to publish and forward participant data within the scope of the maintenance of the SeedingUp marketplace and to communicate this data to authorized bodies within the scope of legal obligations. In order to prevent abuse, SeedingUp is entitled to store the IP address of the participant when registering and using the “SeedingUp Marketplace” and to forward this data to the authorized bodies in cases of fraud or abuse.

§ 9 Term / Termination

1 The contract is concluded for an indefinite period of time. The contracting parties can terminate this contract at any time (by e-mail, fax, or by letter). Open transactions are still to be settled. In case of termination, SeedingUp will inform the affected participants. Any referrals made up to the date of termination will still be processed and any publisher fees due will still be paid. A repayment of open and no longer usable advertiser credits is only intended in the event of termination by SeedingUp. 2.

Existing open publisher credits will be paid out upon termination of the contract after successful and complete completion of all transactions from the last 3 years. Open publisher balances from the last 3 years can be paid out to publishers in the meantime with an interval of one month to the last payout, however, a maximum of 3,000€ per payout. Other payout amounts are to be agreed individually. In case of a termination by the publisher, SeedingUp has the right to split open remaining payouts over 3.000€ in installments of maximum 3.000€ per month. It is the responsibility of the publisher to request payments in the system.

3. deposited advertiser credit must be used within 3 years and cannot be paid out again. This also applies to advertiser credits from bookings that did not materialize. SeedingUp ensures that the credit can be used for adequate bookings at any time, should individual bookings not be accepted by publishers. The Advertiser is aware of the fact that he can use this Advertiser Credit for 3 years and that it represents a binding purchase of the credit among merchants that cannot be revoked.

4. the parties have the right to extraordinary termination for cause if the relevant conditions are met. In case of an extraordinary termination by SeedingUp, the account of the client set up by SeedingUp will be blocked. In case of gross violations against the contractual obligations, SeedingUp may withhold open Advertiser and Publisher credits and determine and offset damages at its reasonable discretion.

5. SeedingUp may take the following measures if there are concrete indications that a member violates legal regulations, third party rights or the SeedingUp Terms and Conditions, or that SeedingUp has another legitimate interest, especially to protect other members from fraudulent activities:

Deleting offers or other content that has been posted on SeedingUp.
Warning of members
Restriction/restriction of the use of the trading system
Temporary blocking
Final blocking

When choosing the measure, SeedingUp will take into account the legitimate interests of the member concerned, in particular whether there are indications that the member is not responsible for the violation.

SeedingUp may permanently exclude a member from using the SeedingUp marketplace (final blocking) if

it fails to fulfill contracts such as removing bookings without cause or failing to pay for bookings
bypasses the SeedingUp system by contacting it with the aim of concluding a trade in the sense of the SeedingUp marketplace outside of it
provides false contact details, in particular a false or invalid email address.
significantly harms other SeedingUp members or SeedingUp, in particular misuses SeedingUp services.
there is another important reason.

If a member has been permanently blocked, there is no entitlement to restoration of the blocked member account or to any outstanding credits. Justified payment claims by SeedingUp do not expire.

Once a member has been blocked, this member may no longer use the SeedingUp marketplace, even with other member accounts, and may not register again, unless another agreement has been made with SeedingUp.

The member may terminate the membership at any time. A written notice to SeedingUp GmbH, Kreuznacher Str. 62, 70372 Stuttgart, Germany, or an e-mail via the contact form linked on www.SeedingUp.de is sufficient for the termination declaration.

SeedingUp may terminate the membership at any time with a notice period of fourteen days to the end of the month. The right to block remains unaffected.

§ 10 Written form clause

All agreements made between the parties must be in writing and must be authenticated in writing by the management in order to be valid. In particular, agreements made by e-mail shall only be valid if they have been additionally confirmed in writing.

§ 11 Applicable law, place of jurisdiction, partial invalidity

These terms and conditions and the entire legal relationship between SeedingUp GmbH and its partners are governed by the laws of the Federal Republic of Germany.
If the buyer is a merchant, a legal entity under public law or a special fund under public law, Stuttgart is the exclusive place of jurisdiction for any dispute arising directly or indirectly from the contractual relationship.
Should a provision in these terms and conditions or a provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other agreements or arrangements. In this case, the partners undertake to find a solution which corresponds to a large extent legally or economically to the invalid provision.

§ 12 Revocation

In accordance with the statutory provisions on distance contracts, the customer shall have no right of revocation or return insofar as goods or services have been customized according to customer specifications or otherwise. Such an individually adapted service lies in particular in the allocation of bookings specified individually according to customer specifications. The Customer expressly agrees to the immediate start of the execution of the services by SeedingUp.

§ 13 Miscellaneous

SeedingUp is a registered trademark of SeedingUp GmbH.